The Amazing Spider-Boy
by Shinigamilover2
Summary: MPAS AU/Spider-Man crossover. While snooping around Mr. Peabody's lab, Sherman gets bitten by a radioactive spider and gains super spider powers. Now, he defends the city of New York as Spider-Boy. When a new more powerful enemy rises, Spider-Boy's greatest battle will begin. Rated T for superhero violence, and some blood. Please R
1. Enter Spider-Boy

** A/N: Okay, this is probably the best idea I've ever had! What if Sherman was messing around with something he shouldn't and he gained superpowers! But not just any superpowers, spider powers! Oh yeah, Sherman is 'The Amazing Spider-Boy'! Let's do this! Enjoy!**

** (Sherman's P.O.V.)**

That's me on the roof of my penthouse room. Yeah, the one with the red and blue spandex suit with the mask on.

By day, I'm just Sherman, the boy raised by Mr. Peabody, the world's most intelligent dog. But when disaster strikes, that's when I put the suit on and get ready for action.

Who am I? You sure you wanna know? Who am I? I'm Spider-Boy!

**(Five Months Earlier)**

** (Normal P.O.V.)**

Mr. Peabody exited the lab on the seventeenth floor of 'Peabody Enterprises'. He took a yellow suit off as well as a gas mask and putting a clip board on the desk right next to him.

"Good work today, boys. See you tomorrow" Peabody said calmly as he walked out the door. He looked to his left to see an empty office chair. Peabody's eyes widened and looked around.

"Has anyone seen Sherman?" Peabody asked to his co-workers as they passed.

"I believe he said he was going to the bathroom" one female worker at a desk typing on her computer said. Peabody then just sighed in relief and sat down where Sherman was originally sitting.

Sherman however wasn't really going to the bathroom, he saw the door to the lab Peabody was exiting. He looked at his arm to see the numbers 15496 in black marker that he drew on himself.

"Okay, let's see what's in here" Sherman whispered rubbing his hands together like a villain from one of his Saturday morning cartoons. He typed the code in, opened the door and looked around to make sure nobody saw him, which nobody did, fortunately. Sherman then shut the door and turned behind him to see a giant spider web and saw a grand total of twelve red and blue spiders crawling on them.

"Woah, this is cool!" Sherman said looking around. He saw drawings of spiders, some chemical equations, and cans of glowing neon green liquid.

"What is all this stuff?" Sherman asked in awe. He then walked over to the web and strung one of it's strands like it was a guitar string. The vibrations caused one spider to fall off the web and onto Sherman's arm.

"Get off! Get off! Get off!" Sherman cried, trying to shake it off his arm, but the spider crawled up Sherman's arm, underneath his shirt, and onto his neck. The spider then left a bite on Sherman's neck.

"OW!" Sherman exclaimed. The spider then fell off Sherman's neck and onto the floor. Sherman picked the spider up and saw that it was dead now. He then just took a little plastic bag off the table, but the spider inside, and sealed it shut. Once, Sherman put the spider in his pocket, he walked out the door.

Meanwhile, outside the labs, Peabody was still waiting for Sherman.

"What's taking him to long in there?" the beagle complained to himself. He then got up and went out to look for him, but Sherman was now right in front of him.

"Oh, there you are Sherman. Ready to go home?" asked Peabody. Sherman just nodded and they went to their moped and went straight to their penthouse.

Back home, Sherman looked at the spider that bit him and then discovered that it died. Sherman then just threw it away into the wastebasket under his desk. The bite that it gave him stopped stinging on the drive home.

"Sherman" came a voice out of nowhere that startled him. Sherman just jumped really high after giving a yelp and to his surprise, his hands were sticking to the ceiling. He looked down to see his father.

"Sherman, what on Earth are you doing on the ceiling?" asked Mr. Peabody with a confused look. Sherman got confused as well when he saw that he was sticking to the ceiling hanging from it, and he wasn't holding onto anything at all.

"You just startled me, that's all" Sherman said, yanking his hands off the ceiling and landing back to the floor safely.

"Oh, alright" Mr. Peabody said. He didn't really even notice that his own son was sticking to the ceiling.

"Anyways, what do you want for dinner?" Peabody asked.

"Pizza sounds fine" said Sherman. Peabody nodded and left the room. As soon as the beagle was out of the room, Sherman looked down to his hands.

"What the...?" Sherman asked himself. He then walked over to his radio and turned it on. The music was 'Dark Horse' by Katy Perry. Sherman was dancing to the music and made a 'Rock On' sign with his hands, and he felt something shoot out of his wrists.

"What the...?" Sherman asked himself again. The auburn boy turned the radio off and looked down at his wrists. He made the 'Rock On' sign again and he saw something white and stringy looking coming out of his wrists. Sherman then looked up to see spider web on his walls.

"Is that web?" Sherman asked himself. He strung the web like a guitar like he did with the spider web in the lab, and it was webbing indeed.

"What is happening to me?" Sherman asked confusedly as he backed away from the web slowly. His eyes widened and he realized something.

"Oh no! That spider bite! That's what's causing this!" Sherman said looking down to his hands again. Sherman then began to smile and shot a string of web at his bedside lamp, he then yanked it and the bed went into his hands.

"Wow, this is awesome" Sherman said smiling. At first he was afraid, but now he was starting to like that he was like this human super-spider.

"GIMME ALL YOUR MONEY, MUTT!" shouted a voice from the living room. Sherman ran out his room as saw that a masked burglar was robbing his father at gunpoint. The burglar saw him and smiled.

"Fine, if I can't have your money, I'll just have to take your son instead" the burglar saw pointing the gun at Sherman. The boy then felt something take over his body and did a back-flip when the burglar fired a bullet and it missed Sherman.

"Missed me" said Sherman with a cocky smile and glare after landing on the floor. Sherman then decided to shoot two strands of web at the wall and pulled himself back.

"Liftoff!" shouted Sherman as he shot himself at the robber and kicked him out the window with his feet. The burglar fell to his death and some car alarms could be heard. Peabody then ran over to his son and hugged him.

"Are you alright?" asked Peabody.

"I'm fine" said Sherman as he dusted himself off.

"How did you do that?" asked Peabody, amazed at how Sherman did that.

"Um... those acrobatics videos you watch all the time" Sherman lied. Peabody then got embarrassed.

"Those aren't even mine" Peabody lied back. Sherman then left for his room and shut the door. Sherman then got an idea.

"That mugger was only the beginning, look out world, here comes Spider-Boy" Sherman said looking out his window with a smile.

** (Present Day)**

** (Sherman's P.O.V.)**

And that was how it all started. I bought some red and blue spandex behind Mr. Peabody's back, made some modifications to it, like the mask, the spider logo on the front and back of the suit, cut out some small wrist holes for my web to shoot out, and Spider-Boy has been protecting the streets of New York City ever since.

Mr. Peabody still doesn't know about my powers and my other identity, and it's probably better that it stays that way. Who know what kind of danger I'll put him in if he finds out.

But being Spider-Boy does have it's perks, like all the fans I've been getting and all the little kids and comic book geeks that look up to me, asking for autographs and taking photos with me so they can put them on Twitter or Facebook from time to time. Yeah, it feels good to be the hero.

And that was how I spent most of my summer. Mr. Peabody says I have to go to public school and stop being home schooled since the state wouldn't allow it anymore. That is where my greatest battle of all begins.

** A/N: I know how much of you liked 'The Amazing Spider-Man 2' as much as you liked 'Mr. Peabody and Sherman' so I figured why not combine the two? It might be awesome! Anyways, that was our prologue explaining how Spider-Boy came to be. More to come in the next update. Please review, thanks!**


	2. School

** A/N: This is chapter one (Last one was the prologue) of 'The Amazing Spider-Boy'. This is where we get to meet the story's Mary Jane Watson/Gwen Stacy (Whichever one you like better, I'm a Gwen Stacy person) Penny! Anyways, you know how Penny and Sherman meet, but this chapter has a twist. Enjoy!**

** (Sherman's P.O.V.)**

Mr. Peabody dropped me off at the school and gave me a dog whistle to blow on whenever I need his help. I doubt I'll need his help, I mean, come on, I'm Spider-Boy for crying out loud. Speaking of which, I packed my Spider-Boy suit in my bag just in case.

The class was pretty large, the teacher was nice, and everyone seemed friendly, except one girl who kept giving me nasty looks since I took my seat. I believe the teacher said her name was Penny Peterson when she took role. As soon as I saw some police cars with sirens and lights on chasing a big white van, I smiled and raised my hand.

"Yes, Sherman?" the teacher asked me.

"I have to use the bathroom" I said. The teacher just rolled her eyes and gave a small smile.

"Go ahead" she said.

"THANKS!" I called back with my bag in hand. I went into one of the stalls, locked the door and took my suit out of my bag. I put my uniform in my bag and my suit took it's place. As soon as I put the mask on, I crawled up the wall and went out the window. After shooting a string of web at a tall building, I swung through the city following the police cars.

**(Normal P.O.V.)**

The classroom where Sherman left were continuing their lesson until one student spotted someone.

"Look! It's Spider-Boy!" he exclaimed. Everyone then ran over towards the window.

"Where?" a lot of them asked.

"Over there, climbing up that apartment building!" said the student who spotted him. Everyone saw Spider-Boy climb up the building, shoot a web at another building and swung from it. All the students were cheering and clapping in awe at everything, including the teacher.

Meanwhile, back with Spider-Boy, he spotted the van and landed on the roof, causing two dents in the metal roof to form from where his feet stood. Using his strength, he tore a huge hole in the roof and peered his head down.

"Peek-a-boo!" Spider-Boy said shooting out two webs at two masked outlaws and it blocked their vision.

"What the?" the driver asked as he turned around to see Spider-Boy's head coming from a hole in their roof.

"It's Spider-Boy! Don't just sit there and do nothing! Shoot him!" said the person in shotgun. One of the blinded outlaws took the web off their face and pulled their gun out.

"Uh-Oh" Spider-Boy said taking his head out from the roof and jumped off the roof and onto a street light. Using the street lights and stepping stones, he kept jumping and jumping until he landed on the hood of the van, causing the windshield to crack.

"He's in front of us! I can't see a thing!" shouted the driver. The outlaw in the shotgun took a pistol out and tried to shoot Spider-Boy, but his spider senses tingled and did a back flip to dodge the bullet. The van then stopped and all the outlaws got out the car. The police cars stopped too. Once the outlaws got out the car, Spider-Boy used his web to take their guns and throw them into a water fountain that was in front of a restaurant.

"Bad little boys shouldn't play with guns" Spider-Boy joked. The outlaws began trembling.

"Unless you punks want permanent black eyes, hands behind your heads and lean on the hood of the police cars!" Spider-Boy said pointing to the cop cars. They did as told and they were arrested easily.

"Thanks for the hand, Spider-Boy" one of the cops said to him. Spider-Boy just shrugged his shoulders and spoke.

"Anything to help. Catching thugs; courtesy of your friendly neighborhood Spider-Boy" Spider-Boy said before shooting a web at one of the street lights he jumped on and swung through the streets only aiming the web at the street lights.

Back in the classroom, everyone was still continuing on their lesson and Sherman just entered the class.

"That took longer than I thought it would" said the teacher, acknowledging Sherman's presence in the room.

"Sorry, got a little sick and I threw up, it took me a while to stop. What did I miss?" asked Sherman.

"You missed Spider-Boy, that's what you missed" said one Indian boy who sat two seats behind Sherman named Mason.

"Really? Spider-Boy was here!?" Sherman asked.

"No, not here, he was outside climbing a building. Must have been chasing after that armed van that the police were chasing" said the teacher. Sherman rolled his eyes and smiled.

After a while later, it was lunch time and Sherman was eating with Mason and Carl, a blonde kid in a wheelchair. Penny Peterson was approaching Sherman with her friends and she spoke.

"What'cha got there, Sherman? Kibbles, or bits?" she asked.

"Actually, I got baby carrots, organic apple juice, and a tuna sandwich" Sherman then took a bite of the sandwich and spoke with his mouth full.

"It's a super-high in omega-threes" Sherman said before swallowing what he chewed.

"So you eat human food?" Penny asked rhetorically.

"Yeah, why wouldn't I?" Sherman asked back.

"Because you're a dog" Penny teased. Sherman's smile faded away and he got angry a bit.

"No I'm not" Sherman said in his own defense.

"Sure you are. Your dad's a dog, so you're a dog too" Penny teased getting up into his face. Carl surprisingly spoke up to defend Sherman.

"Actually, I think you're confused. It's an adopted relationship" said the blond.

"Zip it Carl!" Penny said with a death glare.

"Here, I'll show you" said Penny. Sherman's spider senses kicked in.

"Fetch!" Penny shouted, knocking the sandwich out of his hand, Sherman did a back flip and a backwards somersault. He then stopped on the tips of his feet and grabbed the sandwich while it about to hit the floor.

"Ooh!" the other kids said in awe. Sherman then stood up, got a bite from his sandwich, swallowed it and then gave Penny a smirk.

"Woof" Sherman retorted before walking back towards the table.

"How did you do that?" asked Penny in shock and awe.

"It's all in the feet, Ms. Peterson, it's all in the feet" Sherman said giving her a cocky glare.

"No way, no one can do that except for Spider-Boy!" Penny retorted.

"Just because Spider-Boy does it doesn't mean anyone else can take acrobatics classes and learn how to do what he does" Sherman stated.

"It's true" Carl said. Sherman then looked to his friend.

"Carl, I appreciate your concern, but I can fight my own battles. Please just stay out of this" Sherman said calmly. Carl just nodded with a smile. Penny then growled and put Sherman in a headlock.

"Let go of me!" Sherman shouted. Penny didn't budge. Sherman then got an idea, he swept one foot underneath Penny, swung that leg and knocked Penny on the floor.

"Don't. Mess. With. Me" Sherman said making a point. Little did he know that that little stunt he pulled got him sent to the office.

**A/N: There you have it, a glimpse of what a day in the life of Spider-Boy is like, and how Penny and Sherman meet. In the next chapter, we will meet the main villain of the story and what their power is! More to come in the next update! Please review, thanks!**


	3. Rise of Doctor Octopus

** A/N: Spider-Boy is back! And this time we've got a baddie in this chapter, as well as a revelation of what their power is and what villain from the 'Spider-Man' universe that they are. Enjoy!**

** (Normal P.O.V.)**

Peabody sat down in the principal's office and was being explained everything that was happening by the Principal himself.

"Did he bite her?" asked an unfamiliar voice. A woman in mostly pink clothing came up with a clipboard in her hands.

"I am Miss Grunion from the Bureau of Child Protection and Safety" the woman stated.

"No, what are you getting at exactly?" asked Mr. Peabody.

"In my own opinion a dog can never be a good enough parent to raise a boy" she stated.

"I won Sherman's custody in court, for your information" Peabody said getting up out of his seat and pointing a claw out at the bigoted woman.

"Yes, you did, but did you ever consider that the court can also take his custody from you? Hm? I will be coming over to your residence tomorrow night to conduct a home inspection. If I see one thing that shows that you are an unfit parent, I will see to it that Sherman is removed from your custody... PERMANENTLY! Do I make myself clear?" she asked. Peabody just gave an angry death glare and spoke back.

"Crystal" said Mr. Peabody.

Later that night, Mr. Peabody got an explanation of the real side of the story from Sherman. And Sherman overheard that he was going to invite Penny and her parents over, he got an idea. He got out of bed, put on his 'Spider-Boy' suit, made a dummy from the bed's spare pillows and jumped out the window, swinging throughout New York City using his web.

Meanwhile, Ms. Grunion was driving through the woods to get to her home. When she saw an old cabin that looked like it was destroyed pretty badly, she got curious, she stopped the car and spoke.

"What on Earth is this?" asked Grunion. She shut the car off and went into the cabin.

"It smells awful in here! Like urine and motor oil!" Grunion exclaimed, plugging her nose in the process. She took a step further onto the wooden floor and the wood broke, causing her to fall into another level of the house.

"Ow!" she said getting up. She looked around to see a lot of computers and something underneath a large white tarp.

"Wow, all this stuff looks like it should be in the Smithsonian" she said to herself. She walked up to the covered object and pulled the tarp right off. What was underneath made her gasp, a circular pad with a silver waistband looking thing with a dark gray spine with needles that ran up the middle went up the waistband, and attached to the spine on both sides were what looked like robotic tentacles with three robotic fingers on it's ends.

"Oh my God" she said walking up to the device and wanted to touch it, but what she didn't see was a CD on the floor, she stepped on the case and heard it crack, causing her to look down at it. A yellow sticky note on the case said 'Play Me' written in red permanent marker. She walked over to one of the computers after putting the CD in the hard drive and a video began playing. On the screen came a scrawny man with shades on and he was pale and had five o' clock shadow.

"Greetings. Whoever you are, you've found my research. My name is Doctor Otto Octavius. You may be wondering what it is you've found exactly. I was wanting to create something that could aid the blind, walk, grab things, and much more all without moving their arms and legs. I called it the octo-tron" said Dr. Octavius as a video of Dr. Octavius himself tried to activate the same thing in the basement and the tentacles ended up thrashing around and hurting people as well as impale one innocent woman.

"The machine had developed a consciousness of it's own, and I had to develop a way to control it. After I developed a brain-wave reading chip to attach to the spine, I tried to get more funding, but they refused after what happened to that poor lady. So I concealed my research and my device away from the world, waiting for the time to come" said the recording. Grunion was fascinated by what she was watching on the big screen in front of her.

"It wasn't until a month later that I found out I had reached the age where the same leukemia that took my mother from me had shown itself and the doctors couldn't do anything to save me. This video is my final will and testament" said the recording. Grunion kept listening on.

"Take my research and use it to change things. Change lives, change communities, change the world, change everything! Make sure they have remember what I've done... what WE'VE done" said the recording before it stopped. Grunion then got a mischievous look and licked her lips.

"Oh, believe me Otto, I'm going to use it alright. But not what YOU wanted to be used for" she said walking onto the platform. She took her pink cardigan and her shirt off and pressed the blue diamond button on the waistband itself. The spine then attached itself to Grunion's back and dug into her skin to get to her nerves with the needles attached to the inside of it. The arms began moving around and the claws began snapping.

"Okay, let's see what these babies can do" said the horrid woman as she thought of one arm destroying the computer right next to the one that played the recording. And with just that very thought, one tentacle slammed itself down on the computer and destroyed it.

"That's what I'm talking about" she said. She used the tentacles to put her shirt back on and holes were torn in the back of the shirt and cardigan for the arms to fit.

"Tomorrow night, I'm going to use these things to my advantage. I'll make sure Peabody never sees Sherman again... for good" she said, whispering the last two words of her sentence and began laughing like a mad-man.

"No longer am I Alexandria Grunion, but now I am Doctor Octopus! And all shall bend before me or die!" she said, letting two of the tentacles lift her up into the air by clinging onto the wooden ceiling of the cabin.

She exited the cabin with her newly gained robot tentacles as legs and one smashed her car in two.

"Won't be needing that hunk of garbage anymore" she said with a snarl and smile. She then looked up to see the city.

"Time for a test run" she said before walking by her robot arms into New York City.

Back with Spider-Boy, he landed on the roof of 'Peterson Insurance' and spotted Penny walking with her father and mother into their car and he swung from web to web until he reached her house in the suburbs. He waited until Penny was alone and in bed, now was the time, he knocked on her window.

"What the?" Penny asked herself as she looked to the window.

"Spider-Boy" said Penny as she ran over to the window and opened it.

"I know who I am" said Spider-Boy slowly entering the house through the open window.

"Saw that you were bullying Sherman Peabody today" said the masked figure in the room. Penny looked down feeling guilty.

"You saw that?" asked Penny. Spider-Boy pointed to his eyes.

"Spider vision, it helps me see things from afar" said Spider-Boy sitting down on the rocking chair in the corner of the bedroom.

"I did, and now I feel really guilty" said Penny with regret in her voice.

"Then apologize to him and that you've learned that being raised by a dog doesn't make him any less of a human than he is a person" said Spider-Boy as he rocked slowly in the chair and his hands in his lap.

"If I could have only said that to Sherman. Tell him that I learned what I did was wrong and that I was sorry" she said.

"You already did" said Spider-Boy. He took the mask off and showed Sherman's face. Penny's eyes widened and covered her mouth.

"Sherman, YOU'RE Spider-Boy?" asked Penny. Sherman just nodded.

**A/N: There you have it! Ms. Grunion is our villain, and now she has become Doctor Octopus! And Sherman has revealed his secret identity to Penny. See what happens in the next update, like Penny's reaction to Sherman's double life and more of that stuff. Please review, thanks!**


	4. Having Pizza at the Chrysler Building

** A/N: In the last chapter, Grunion discovered the research of misunderstood genius Dr. Otto Octavius, and she decides to use it for her own purposes and becomes Dr. Octopus, and Spider-Boy visits Penny who feels guilty about bullying Sherman, and to find out Spider-Boy is really Sherman. This is where we left off. Enjoy!**

** (Normal P.O.V.)**

Penny was in shock to see that the boy she bullied today at school turned out to be New York's web slinging hero.

"How di-d, I-I mean it ju..." Penny stuttered. Sherman spoke up.

"I know, I was the last person you'd expect to be Spider-Boy, huh?" he asked her. She just nodded and sat down in front of him on the fuzzy carpeted floor.

"How did you become this? I mean, getting your powers?" asked Penny. Sherman then sighed and spoke up.

"I was messing around with something in my dad's lab at 'Peabody Enterprises' when I shouldn't have been. He was doing some sort of experiment with genetically enhanced spiders, one of them bit me on the neck. And there you have it" Sherman said getting up from the rocking chair and standing up, Penny did the same thing.

"What about your dad? Does he know that you're Spider-Boy?" Penny asked him.

"No, and it's probably gonna stay like that until he's old and gray. He doesn't know how much danger I'd be putting him in, both emotional and physical if he knew who I really was" Sherman said clutching his mask and looking into it's image instead of Penny. He then felt a hand on his shoulder, it was Penny's.

"I think it's sweet that you wanna protect him, but he has to know sooner or later" Penny said to him.

"I will, just... just not now" said Sherman. He then remembered something, what he came here to do.

"Penny, will you go somewhere with me?" asked Sherman.

"Where?" Penny asked. Sherman put the mask on and walked over to the open window.

"It's a surprise, but we've gotta web sling through the city to get there" Spider-Boy said. Penny then walked slowly onto Spider-Boy's back and gripped onto him tightly.

"Don't look down, okay?" asked Spider-Boy, Penny just nodded. Spider-Boy jumped out the window and shot a web at a street lamp and then they landed on the roof of another house that was four streets away.

"I hope you like fast rides, because this is gonna be one heck of a rush" Spider-Boy said shooting two strands of web at a tall building in the city and slingshot himself and Penny into the city.

**(Start playing the song 'I Need You' by M83 as you read this sequence)**

They kept flying until Sherman landed on the wall of the same building he shot the webbing at.

"You okay?" Spider-Boy asked.

"I'm fine" Penny confirmed and nodded at the same time. She was smiling at the beauty of how high she was and all the city lights coming from the cars and the buildings.

"We're almost there" said Spider-Boy. He shot another web at a bigger building and they both swung towards the building and the same thing with another building.

"Woohoo!" shouted Penny. She loved the feeling of the wind in her face as she was swinging with Spider-Boy throughout New York City, the feeling was incredible to her. Spider-Boy then spotted a pizza delivery boy riding on a scooter.

"You want takeout?" Spider-Boy asked Penny.

"Sure" Penny said. Spider-Boy then launched himself down near the pizza boy. Using his web, he took two boxes of pizza and reached into his pocket.

"Hey!" shouted the delivery boy.

"Keep the change!" Spider-Boy shouted before throwing a fifty dollar bill at the delivery boy. He looked at the bill and smiled. He looked up giving Spider-Boy a thumbs up.

"Thanks!" shouted the delivery boy before driving off. Now holding the pizzas in his one arm, he shot a web at a big water tower and swung over to the Chrysler Building. He then clung to it's wall and climbed up onto the very top of the building. He set Penny down on one of the metal bird gargoyles on the edge of the building and put the pizzas next to her.

**(You can stop playing the song now)**

Sherman sat down and took off his mask. He opened the pizza box to reveal a large cheese pizza. The two of them ate slowly taking in the breathtaking view of the city at night.

"This is amazing! How many people get to eat pizza at the top of the Chrysler building in the middle of the night and see how beautiful everything is from up here?" asked Penny in amazement and with a mouthful of pizza. Sherman smiled and swallowed his first bite of pizza.

"I know, you should see what it's like from the Empire State Building. I caught my first bad guy up there" said Sherman. Penny swallowed whatever food she was chewing and spoke.

"What was the guy doing?" asked Penny.

"The guy was threatening to kill people unless they didn't give them their money, so I just tied him to the wall using my web after knocking the gun out of his hand" explained Sherman taking another bite of his pizza.

"Wow, it must be amazing to have all of New York see you like that, the amazing Spider-Boy, people treat you like you're a celebrity" Penny told him. Sherman swallowed his pizza and then nibbled at the crust.

"Yeah, it has it's ups and downs, like all the fans I've been getting. And all the hits I get on You-Tube from the videos that comic book geeks and little kids film of me on their phones, iPods and whatnot" said Sherman as he finished his slice of pizza.

"I've saved every single one of those videos in the 'Favorites' area of my You-Tube account" said Penny. Sherman blushed a bit.

"Thanks" Sherman said. Penny began blushing and Sherman did too. They then began getting closer to each other and closed their eyes slowly. Just as their lips were about to make contact, a loud scream stopped them. They looked down to see a huge explosion and a police car get launched through the air. Penny and Sherman looked at each other again.

"This night just keeps getting better" Sherman said standing up and reaching for his mask.

"Why?" Penny asked.

"Because you're about to see Spider-Boy in action live and close up from the Chrysler Building" Sherman said before putting his mask on.

"Enjoy the show" Spider-Boy said before jumping off the metal bird gargoyle that he and Penny stood from and shooting a web at another building and swinging to where the explosion came from. Penny just looked down and paid attention to what Spider-Boy was about to do.

**A/N: Yeah, Penny and Sherman had a date on top of the Chrysler Building eating pizza, she is the luckiest girl in the world to get to do that with a superhero. And they almost got to kiss until someone attacking the city stopped them. I bet you all know who's causing that explosion and tossed that police car in the air. More to come in the next update. Please review, thanks!**


	5. Spider-Boy vs Dr Octopus (Round 1)

** A/N: So, Sherman and Penny had a date on top of the Chrysler Building and eating pizza, and they almost kissed until danger appeared out of nowhere and cut their kiss short. Onto the first main battle between Spider-Boy and Dr. Octopus. Enjoy!**

** (Normal P.O.V.)**

Grunion threw multiple cars in the air using her robotic tentacles and they exploded when they hit a propane tank behind a business.

"That's right you little bugs, tremble before me" Grunion said as one tentacle smacked one person against a lamppost and caused them to lose consciousness.

"Hey! Squidward!" shouted a voice. Grunion looked up to see Spider-Boy landing on the roof of a Cadillac.

"If you're looking for the 'Godzilla' dress-up party, it's right across the street from the theater where the actual 'Godzilla' is playing!" said Spider-Boy pointing down a road to his left.

"Ah, Spider-Boy, just the person I was expecting" said Grunion. She made a tentacle launch itself out to him, but it missed Spider-Boy because his spider senses made him dodge the tentacle and it hit the Cadillac instead.

"And for your information, I am not 'Squidward'. I am Dr. Octopus!" said Grunion as she tried swooping Spider-Boy off his feet with another tentacle, but Spider-Boy jumped onto the tentacle and walked up it. Now Spider-Boy was kicking and punching her multiple times in the face.

"Those tentacles aren't so useful when I'm so close up, huh?" asked Spider-Boy with a cocky tone. Grunion growled and punched Spider-Boy in the face, causing him to fall down onto the hard street.

"Looks like my arms and legs still have SOME use, huh?" Grunion cackled cruelly as she took her tentacles and picked Spider-Boy up, wrapping one of them around his body to tie him up like a snake coil.

"You really do get on my nerves" said Grunion.

"Yeah, I have a tendency to do that sometimes" Spider-Boy said.

"Not anymore" Grunion said pulling him closer to her.

"I could just kill you right here, but I have a better idea. Let's see who's behind the mask before you die, shall we?" she asked taking up her normal hand and tried to remove the mask off Spider-Boy's face.

"Someday, but not today" Spider-Boy said before getting his hands free from the mechanical tentacle's coil and shot web at her eyes. With Grunion blinded, she tried so hard to get it off her face that the tentacle let Spider-Boy go.

"I can't see! Get it off me!" Grunion shouted as her tentacles thrashed around and destroyed many things on their own will while the host of the tentacles tried to take the webbing off her face.

"This could have gone a lot worst, ya know" said Spider-Boy standing up and dusting the dust off his shoulders. Grunion then tore the webbing off her face.

"I agree, but it wouldn't have been for me. It would have been for you!" she screamed at Spider-Boy with a scornful look and smacked Spider-Boy with one tentacle and he hit the side of a Taxi, leaving a dent in the side of the vehicle. Also, when Spider-Boy hit the cab, the dog whistle that Mr. Peabody gave him fell out of his pocket and into the street.

"I'll let you go this once, Spider-Boy. The next time we cross paths, I will show no mercy" she said. Spider-Boy then shot his web at a water tower on top of an apartment building and pulled it down. While Grunion was walking away the water tower fell down on her.

"Something tells me that wasn't gonna happen" Spider-Boy said before leaving by climbing a tall building and swinging to another using his web.

Grunion actually survived the water tower falling down her and got up covered in water. She shook her tentacles off and growled.

"That Spider-Boy, I swear, by the time I'm done with him, he's gonna wish that someone squashed him a long time ago!" Grunion screamed in total outrage. She then spotted the dog whistle and remembered that Spider-Boy dropped it when he got slammed into the side of that cab.

"Well well well, what do we have here?" asked Grunion to herself as one tentacle picked the whistle up and held it close to her face. There were words engraved into the whistle itself.

'Property of Sherman Peabody' it read. Grunion then smiled and chuckled to herself.

"So, the amazing Spider-Boy is really that bratty little Sherman Peabody" she said before the fingers of the one tentacle that held the whistle crushed it until it was squished flat.

Meanwhile, Spider-Boy took Penny home and set her inside the bedroom. Spider-Boy hung upside down from her ceiling.

"That was really fun, the web slinging, the pizza on the top of the Chrysler Building, and then watching you take out that Dr. Octopus lady" said Penny.

"Yeah, it was fun, wasn't it?" asked Spider-Boy. Penny began blushing and began twirling her foot on the floor.

"So, I'll see you tomorrow?" she asked.

"Yeah, definitely" said Spider-Boy. Before he could jump out the window, Penny grabbed his head and lifted the mask up slightly so only his mouth could be shown. She then kissed him and he was kissing her back. The kiss lasted for about two minutes until they broke apart and Penny pulled the mask back down to cover Spider-Boy's mouth.

"So, goodnight" said Spider-Boy.

"Goodnight, web slinging wonder" Penny said before getting back into bed. Spider-Boy then jumped out the window and launched himself into the city using his web.

"Woohoo! Score one for Spider-Boy! Woohoo!" shouted Spider-Boy as he swung through the city. He got his first kiss, and the girl was okay with the fact that he was Spider-Boy, the feeling truly was incredible.

**(Sherman's P.O.V.)**

I shot myself through the window of my room and took my Spider-Boy suit off, changing back into my pajamas. I then hopped back into bed, hoping to get a good night's rest, but it was cut short when my alarm clock went off.

"Ugh!" I groaned before letting my face sink into my pillow and slamming my fist down on the 'Snooze' button.

**A/N: Crud, now Dr. Octopus knows Spider-Boy's real identity, and Sherman got the upside down kiss from Penny (Reference to the 2002 'Spider-Man' by Sam Raimi). In the next chapter, things are really gonna heat up and some drama is going to start up. More to come in the next update. Please review, thanks!**


	6. I Am Not A Dog!

** A/N: Last chapter was where Spider-Boy and Dr. Octopus had their first big fight. And Doc Oc found out Spider-Boy's secret identity as Sherman! Like I said, there would be some drama in this chapter, it's not a super-hero story if there isn't come conflict going on besides the main bad guy that they're trying to stop, isn't it? Anyways, enjoy!**

** (Normal P.O.V.)**

Sherman heard a knock on his door, he just groaned and turned around.

"Go away" Sherman said muffled against the pillow he had his face buried. Whoever was at the door didn't obey and the door opened to show Peabody walking over to Sherman's bed and yanking the comforters off the bed.

"Hey! I was using that!" Sherman exclaimed.

"Good morning to you too" Peabody said. He then got an odd look and saw that his son was glistening.

"Why are you so sweaty, Sherman?" asked Peabody. Sherman got nervous and thought up of a lie.

"I uh... got up early to use the treadmill in the gym room" said Sherman.

"That has got to be the most horrible lie I have ever heard" Peabody told his son. Sherman collapsed down onto the bed again.

"How did you even know I was lying?" Sherman asked in disbelief.

"First of all, you are never waking up early, even if it is for physical exercise. Second of all... we DON'T have a treadmill" Peabody pointed out.

"What?" Sherman asked like he didn't know what Mr. Peabody was talking about.

"I have never used a treadmill in my life, and don't say electric bike, because we don't have one of those either. Now tell me why you're sweating" Peabody demanded with a strict tone and his paws on his hips. Sherman just rolled his eyes and got up off the bed.

"Why do you need to know?" asked Sherman as he walked into his closet, shutting the door and coming out a few minutes later in his signature white t-shirt, black shorts, and white Chuck Taylor sneakers.

"Because I'm your father, it's my job to worry about you" Mr. Peabody said as Sherman walked away from him and he followed the boy into the kitchen. Sherman whipped his head back towards the white beagle and spoke.

"No, Mr. Peabody, it's not. Your job is to give me advice, support, and breathing room so I can have a life" said Sherman. He didn't like fighting with his dad, but he knew this was the only way to keep his secret of him being Spider-Boy from being revealed, and to stop Peabody from putting himself in danger.

"Sherman, that is enough" Mr. Peabody said balling his paws into fists.

"What is it about my secrets that you just have to know what they are?" Sherman asked walking into the living room and Peabody still following him.

"Keeping secrets leads to a heavy heart, Sherman. The more we keep secrets, the more we end up regretting keeping them in the first place" Mr. Peabody said trying to convince his son to let him in and tell him what was going on with him.

"Oh yeah, like you don't know anything about keeping a secret from someone you know" retorted Sherman pointing his finger at Peabody's wet nose.

"Secrets have a cost, Sherman. They're NEVER free" said Peabody gently slapping Sherman's pointing finger away from his nose.

"You know what? I'm going outside for some air. I don't wanna hear your so-called words of wisdom!" Sherman said walking up towards the elevator.

"Sherman, sit down so we can work this out" Peabody calmly tried to rationalize with him, but he didn't know Sherman was really trying to keep him out of harm's reach.

"No, I don't need to work it out, what I need is some alone time!" said the auburn pushing the down button next to the elevator.

"Sherman, sit!" Peabody demanded. Sherman turned around and crossed his arms across his chest.

"You can't talk to me like that! I'm not a dog!" Sherman snapped. Peabody's eyes widened and they turned back into a look of anger.

"What did you just say to me, young man?" asked Peabody strictly asked.

"I said, I'M NOT A DOG!" Sherman shouted. Peabody's face turned from anger to sorrow, but then he got a look of disappointment on his face.

"No Sherman, you're not a dog. You're just a very bad boy!" shouted the white dog. Sherman gasped and tears began fogging up his vision. Peabody placed his paws on his hands after gasping and letting his eyes grow wide.

"Sherman, I-I didn't mean that, I'm so sorry" Peabody said with regret in his eyes and voice.

"No, just leave me alone!" shouted Sherman as the elevator door opened behind him and went inside the elevator. Once the doors shut, Peabody collapsed onto the hardwood floor, hugging his knees up to his chest and sobbed uncontrollably.

**(Sherman P.O.V.)**

I can't believe Mr. Peabody, my own father said that to me. All I was trying to do was protect him from becoming a hostage of one of my enemies if my Spider-Boy identity got out and everyone knew of my double life.

"Why? Why?" I repeated to myself as the tears fell freely down my face. Some of the tears went to my lips and I could taste the salt watery sensation of my own sorrow. The elevator stopped at one floor that was being renovated and I went over towards a window and jumped out of it. I then climbed up the building and I was still crying as I climbed.

"Mr. Peabody, I didn't mean to upset you. I just wanted to keep you safe" I said as I climbed up to where my bedroom window was, and used my web to make the Spider-Boy suit fly into my arms and I swung over to the top of an apartment building with it.

"Maybe Mr. Peabody's right, what if this huge secret is just making me a terrible person just by keeping it from everyone?" I asked myself. I normally don't think like this, but the regret I had from all the things I said to my own dad just stabbed me in the back like knives.

"Help! Someone help!" shouted a voice. I snapped out of my crying and saw that Dr. Octopus, the same woman I fought last night was attacking a 'Starbucks' drive thru by smashing the hoods with the clawed ends of her tentacles. I looked down at my mask, clutched it tightly and gave a small nod. I walked behind a chimney inside the apartment building and changed into my suit, putting the mask on. No more feeling guilty for keeping New York, Penny, and Mr. Peabody safe. This is why I became Spider-Boy, to protect them and made sure they had a future where they could live in peace.

"Back for more I see" I said to myself before shooting a web at a gargoyle on top of an office building, and swung to the side with it. Once I finished swinging to the side, I swung forward and I gave Dr. Octopus a straight up kick in the face using both my feet, knocking her down in the process.

**(Penny P.O.V.)**

My parents told me that we'd be going over to Sherman's house for dinner tonight and I said that was okay. I enjoyed our date last night so much that I couldn't stop thinking about him, as well as the fact that he was Spider-Boy. Looking over to the table, I saw a newspaper article of a man with the same tentacles that Dr. Octopus woman had on a man and that they were swinging around and destroying things.

"Wait a minute" I muttered to myself. I then ran up to my room and got onto my laptop. I opened it up, and went onto Google.

"Robotic Tentacles" I said to myself as I typed the words in the search bar. I clicked the result at the very top that said 'Dr. Otto Octavius missing after experimental mishap'. There was an article about this guy, Dr. Otto Octavius, who was working on a device to help the blind walk, grab things, and more to make their lives easier. After the device developed a consciousness of it's own, it ended up destroying his whole lab and killed one elderly spectator in the crowd.

"Wait, how on Earth did she get these?" I thought. I then saw a video that had the play button on the screen, I clicked it and viewed the whole thing. I was in shock at this. I then continued reading the article. It said that Octavius disappeared after the university he worked for refused to give him more funding for the experiment since it caused someone's accidental death, and his body was discovered in an old abandoned cabin in the woods outside New York City by a family hiking and happened to be passing by the cabin. The doctors that examined his body and declared that Octavius had died of leukemia that he inherited from his mother.

"The device must have been in that cabin too. Whoever that woman was she found the device and was using it to try and destroy the city" I said to myself. I then clicked on the 'Print' button in the tool bar on my computer and the printer on my desk printed out three pages of the article I read on Octavius and his machine.

"I've gotta show this to Sherman before it's too late" I said before stapling the three papers together with a worried tone and look.

**A/N: There you have it, Sherman and Peabody got into a fight, and the only reason Sherman did that is because he didn't want his secret getting out. And Penny found out how Grunion got the robotic limbs to begin with, and now Spider-Boy and Dr. Octopus are battling again. That battle and a lot more to come in the next update. Please review, thanks!**


	7. The Unmasking (Round 2)

** A/N: This is the second battle between Spider-Boy and Dr. Octopus. In the last chapter Peabody and Sherman got into a fight because Peabody wanted to know what his son was hiding from him, and Sherman refused to tell him about his secret identity. And Penny found out where Grunion got the robotic arms. This is where the action continues. Enjoy!**

** (Normal P.O.V.)**

Grunion got up from when Spider-Boy kicked her in the face and used her tentacles for support.

"I've been expecting you, Spider-Boy. Or would you rather have me call you... Sherman?" she asked. Spider-Boy landed on top of a street lamp.

"I don't know what you're talking about" said Spider-Boy as he stood up.

"You know exactly what I'm talking about, Sherman. You've been the boy in the suit this whole time and your own mutt father doesn't even know" said Grunion as she picked the speaker box from the 'Starbucks' drive-thru lane and threw it at Spider-Boy. He dodged it, shot web at it and swung it at her face. One tentacle blocked it and the whole thing split in half.

"I never told Peabody about who I was to keep him safe" said Spider-Boy jumping off the street lamp and onto the top of a phone booth.

"Safe, from who exactly? You?" asked Grunion.

"No, from people like you who enjoy seeing people suffer" Spider-Boy told her with an angered tone.

Meanwhile, Penny was on her cell phone trying to call Sherman.

"Hi, it's Sherman. I'm not able to get to your call at the moment, but if you leave a message I'll be sure to answer it and return your call" said the voice mail recording of Sherman's voice. Penny groaned and just left a message.

"Sherman, it's Penny. Listen, I was doing some research on that Dr. Octopus woman and I know where she got those tentacle things. You're probably very busy right now so I'll tell you when my parents and I arrive at your place, so I'll see you there. Bye" Penny said before turning her phone off.

Back with Spider-Boy and Dr. Octopus, he was thrown into a mailbox and dented it with his back.

"Why don't you just give up and run?" Grunion asked Spider-Boy as she lashed a tentacle at him and knocked him onto the menu in the drive-thru lane.

"Only cowards like you run, heroes fight!" Spider-Boy said before jumping into the air and landing on the wall of a hair salon where he clung onto.

"Hero? You're no hero, Sherman. You're just a terrible child, I don't even see why Mr. Peabody even puts up with you. I bet he doesn't even care about you" said Grunion as she tried to grab Spider-Boy off the wall, but missed because Spider-Boy's spider senses took over and he moved to his left and in the stone wall was a hand print of Grunion's tentacle claw.

"You're a liar. Peabody does care about me, and I always put him and my friends before myself. That's what being a hero means" Spider-Boy said before shooting two web strings at the 'Starbucks' sign and at a 'Dunkin Donuts' sign across the street. Using the web, he slingshot himself into Grunion's face and knocked her to the ground.

"I hope you have time to visit the makeup store, because that's gonna need some work" Spider-Boy snickered pointing at Grunion's face. She looked down at the door mirror of a car to see that Spider-Boy's kick gave her a black eye. She then launched herself towards Spider-Boy using her tentacles as springs to get into the air and find herself in front of Spider-Boy on another wall of a different building and punched him in the gut.

Meanwhile, Peabody dialed Sherman's cell phone number and tried to apologize, but the phone kept on ringing and ringing.

"Sherman, please pick up" Peabody begged silently to himself. The phone then played the phone's answering machine.

"Hi, it's Sherman. I'm not able to get to your call at the moment, but if you leave a message I'll be sure to answer it and return your call" said the recording. Peabody face-palmed himself and just decided to leave a message when the beep sounded off.

"Sherman, it's Mr. Peabody. I'm calling because I wanted to apologize about what I said earlier, I didn't mean any of it. Just pick up as soon as you get this message and we can talk this over, we can work it out together. Okay, see you when you get home, bye" Peabody said before pushing the 'End Call' button on the phone and put it back on the charger. He then spotted a photo of him and Sherman together on the wall, he was teaching him how to ride his bike six months ago.

"What happened to that sweet little boy I adopted seven years ago? He's lost and he needs me, and I failed to be there for him" Peabody said looking down, touching the glass casing of the photo.

Back with Spider-Boy, he kicked Grunion away from him and she landed on the grass of a nearby playground that was behind the 'Starbucks' that she was destroying.

"So you wanna play dirty, huh Sherman? Fine then, let's play dirty!" she shouted with her feet on the ground and all four tentacle claws closing, turning themselves into fists. They all began punching him in different directions and were too fast for his spider senses to detect whenever they were coming.

"That's enough for now, don't you think?" asked Grunion to her tentacles as if they were actual living creatures and stopped punching Spider-Boy. He was exhausted from being punched several times. He fell down to the street and went unconscious.

"Looks like I'll be having some company at the home inspection tonight, won't I?" Grunion asked the unconscious Spider-Boy picking him up with one of her tentacles. She spotted some barbed wire in a dumpster and picked it out. Using the barbed wire, she tied Spider-Boy up. After she tied him up she held the bound Spider-Boy in one tentacle and walked to Peabody's penthouse using her two bottom tentacles as her legs.

Meanwhile, the Peterson family arrived at the penthouse of Mr. Peabody.

"Is Sherman here?" asked Penny. Peabody looked down and fiddled with his paws.

"He's not at the moment, but I am sure he will be back soon" Peabody said. She just gave a sad look and looked at the article on Dr. Octavius' research.

"Please, take a seat in the living room and help yourselves to some wine" said Peabody showing Patty and Paul Peterson to the living room where a bottle of red wine and three glasses sat.

"Why thank you, Mr. Peabody" Patty said taking her seat down at the couch and so did Paul. The elevator made a 'Ding' sound and everyone looked to see Grunion with her robotic tentacles and one of them holding onto a bound Spider-Boy.

"Oh no" Penny muttered to herself when she saw Spider-Boy tied up in her mechanical claw.

"Ms. Grunion?" Peabody asked in shock at what he was seeing. Paul and Patty were in shock as well.

"Please, call me Dr. Octopus" Grunion said as her bottom tentacles squatted a bit to get to ground level and she began walking on the hardwood floor again.

"Alright then... Dr. Octopus, may I ask why you have Spider-Boy in your claws?" asked Mr. Peabody, he had paid attention to his fair share of Spider-Boy sightings and reports on the news and on the internet.

"Oh, he was just... stopping by" Grunion joked cruelly setting him down on his knees. Spider-Boy looked to Grunion and didn't say a word and then looked to Mr. Peabody, Penny, Patty, and Paul.

"I'm sorry, ma'am but what you're doing in kidnapping. Spider-Boy clearly doesn't wanna be here right now. I mean, you tied him up in barbed wire for God's sake" Paul said scolding the woman.

"Oh believe me, Mr. Peterson, he has a reason to be here" Grunion said patting Spider-Boy on the shoulder lightly.

"Mr. Peabody, where is Sherman?" asked Grunion. Mr. Peabody then took a deep nervous breath and spoke.

"He said he was going out for some fresh air and that he would be back later" Mr. Peabody told her.

"Oh really? You should really teach your kid a lesson" said Grunion placing her hand on Spider-Boy's mask. Mr. Peabody raised one eye in confusion.

"About what?" asked the beagle.

"About lying!" she screamed before yanking the mask off and revealing Sherman's face. Paul, Patty, and Peabody gasped and their eyes widened. Penny just put her hands over her mouth and tears leaked from her eyes.

"Sherman!?" Peabody exclaimed. Sherman gave a look of guilt and looked down with his eyes closed.

**A/N: Oh yeah, Spider-Boy unmasked! And Peabody is so shocked to see this, and that this is what Sherman was hiding from him. In the next chapter some more drama will take place and some more action in between that. More to come in the next update. Please review, thanks!**


	8. A Father's Forgiveness (Round 3)

** A/N: In the last update, Spider-Boy got kidnapped after losing a fight against Dr. Octopus. Now Sherman has been unmasked in front of Peabody, and Mr. and Mrs. Peterson, Penny already knew so she's not that shocked. Now we get down to even more drama and action. Enjoy!**

** (Sherman P.O.V.)**

The only thing I could do right now was just look down feeling guilty. Peabody knew I was Spider-Boy now, and so did Penny's parents.

"See what happens when a boy gets raised by a genius dog? He ends up becoming a test subject of their experiments" Dr. Octopus said. I got angry and spoke up.

"Peabody has nothing to do with what I am! It was my own foolish curiosity" Peabody walked closer to me and put a paw on my cheek.

"Sherman, what do you mean?" he asked. There's no point in lying now, he deserves to know what made me what I am now.

"Five months ago, when you took me to work with you, I wasn't really going to the bathroom. I was snooping around your lab, the one with those spiders. One of them bit me" I explained. I saw Mr. Peabody's eyes widen and he was shocked.

"And the bite made your molecular structure change and it gave you spider powers didn't it?" he asked me. I only nodded. Peabody only smiled and put his other paw on my other cheek.

"I'm not mad, Sherman" said Mr. Peabody. I looked up with my own eyes widening this time. I think I saw Dr. Octopus' eyes widen too.

"What do you mean you're not mad? He was messing around with something at your office. That proves he is a horrible child as much as you are a horrible parent!" Dr. Octopus exclaimed.

"Quiet you!" Mr. Peabody snapped. She did as she was told. He looked back to me with a smile and took a pocket knife out of his apron.

"Sherman, because of your 'Snooping Around' you're a hero now. You look out for everyone and put others before yourself. I could never wish for a better son, and I'm sure New York City could never wish for a better protector" Mr. Peabody said taking the blade out and rapidly cutting at the barbed wire that bound my arms to my body. As soon as I was cut loose, I smiled and hugged him.

"I love you dad" I told him. Normally I would get scolded for calling him that, but he just hugged me back.

"I love you too, Sherman" he told me. Dr. Octopus shadow towered over us and I turned around.

"How sweet, but Sherman is coming with me!" she said to Peabody.

"I'm not Sherman!" I yelled at her. She just laughed cruelly.

"Well, if you're not Sherman, then who are you exactly?" she asked me. I shot web out at the wall and elevator door.

"I'm your friendly neighborhood Spider-Boy" Then after saying that. I slingshot myself into Dr. Octopus' stomach and knocked her to the floor. Once I landed on my hands and feet I spoke to her with an angry glare.

"And YOU were just leaving!" I yelled at her. She got up and the claws on her tentacles began snapping like lobster claws.

**(Normal P.O.V.)**

"Not yet I'm not!" Grunion said. She shot her tentacles at Sherman and he jumped up to the ceiling, where he clung. Sherman kept moving to different parts of the ceiling thanks to his spider senses warning him where the tentacles were gonna strike.

"Leave him alone!" a voice shouted. Grunion looked behind her to see Penny shooting water at her with the sink faucet. Now Grunion had her hair all wet and mascara dripping from her eyes. She growled at the young blonde.

"Fine, you die FIRST!" shouted the woman as she approached her.

"No she doesn't!" Sherman shouted as he swung by web into Grunion's face and knocked her out the window and into the outdoor rock garden.

"Sherman!" Penny and Peabody cried out in worry at the same time. Grunion climbed back up using her tentacles and laughed.

"And you thought I was incredibly easy to take out" she said with a sadistic glare. Grunion then took one of her tentacles and swung it across the kitchen. Peabody, Penny, Patty, and Paul ducked at the same time to avoid getting hit by the device. The kitchen counters made from marble were smashed and destroyed from the tentacle's lash.

"Not cool! Do you know how much it's gonna cost to fix that kitchen!?" shouted Spider-Boy as he was on the ceiling upside down with both hands and feet on the surface.

"More than enough money Otto Octavius would have made if he had used his own invention to help himself instead of helping others" she said to the wall crawling boy.

"What?" asked Paul. Grunion turned around and faced him.

"That's right, I stole this from the cabin Otto Octavius died in and now all the power he would have possessed if he used it for what I'm doing now is mine" she said. Peabody then growled, balling his paws into fists.

"I knew Otto Octavius, he was a good man. He wanted to change people's lives for the better. All you are is a monster who wrecks things and causes other people pain for pleasure" said Peabody. Sherman then shot his web at a frying pan that was sitting on the floor, yanked it, and the pan flew into his hand.

"Hey! Octopus breath!" shouted Sherman as he sprung off the wall and smashed her face with the frying pan he took. Her nose now began bleeding from the force Sherman had hit her with it.

"You know what? Fine! I'll take you all out!" she shouted. She then raised her tentacles and picked up two bottles of lighter fluid that were supposed to be used for the gas grill out on the deck. There were flames on the stove from Peabody's cooking. She threw the canisters of lighter fluid at the stove and the whole thing exploded.

"Aaaaahhhhhh!" they screamed as they were flung out the window from the explosion. Penny, Patty, and Paul landed on the deck, but Peabody flew through the window and missed the deck.

"Mr. Peabody!" Sherman shouted diving down after his father. Sherman shot a strand of web at his father's stomach and it grabbed onto him tightly. After that, Sherman got onto a floor where there were gargoyles and tied the web around it's neck. But he was too late, just inches off the ground, the back of Peabody's head hit the top of a fire extinguisher and he was lying inches off the ground.

"NO!" Sherman shouted before jumping off the building and landed on his feet. He took the webbing off his dad and held him in his arms.

"I'm sorry, I never meant anything of what I said to you earlier. I just wanted to protect you, now look at what's happened. I'm a horrible person" Sherman said crying into Peabody's chest. As he cried, lightning struck and thunder could be heard, within a minute it started raining.

"Sherman!" shouted Penny. Sherman looked up to see Penny and her parents run over to him. Patty held her arms out.

"Let me see him. I'm a doctor, I can tell what's wrong" she assured him. Sherman didn't hesitate to give Mr. Peabody to her. She examined him and looked up to Sherman.

"What happened?" she asked.

"His head hit the top of a fire extinguisher" he said simply.

"Well, the good news is that he's not dead" Patty told him.

"And the bad news?" Penny asked.

"It's a concussion, a pretty bad one. He'll have to be rushed to the hospital. We can save him if we go now" Patty said. Sherman got an angered look on his face and looked up.

"Not we, just you guys. I have a score to settle with Dr. Octopus" Sherman said. He shot two webs at two street lights.

"Wait!" Penny cried out and ran over to Sherman.

"No matter what happens, I'm really glad we had pizza on top of the Chrysler Building together last night" she said to him and gave him a quick kiss on the lips.

"Good luck" she said. He just gave a small nod and bent down. After jumping, the webs flung him back up the penthouse.

"Penny, come on, let's go" Paul said to his daughter. She just nodded in reply and then ran to their car with Peabody still in Patty's arms, their footsteps splashing in the rain soaked street as they ran.

** A/N: There you have it, Peabody is okay with Sherman being Spider-Boy and Dr. Octopus almost made Peabody fall to his dead, but thanks to Sherman he just has a concussion and he's gonna be okay. Now the next chapter is gonna be the final battle between Sherman and Dr. Octopus, and I promise that it will be epic. More to come in the next update. Please review, thanks!**


	9. Rooftop Confrontation (Final Round)

** A/N: So, Peabody is okay that Sherman is Spider-Boy and Dr. Octopus threw him out the window and almost died, but thanks to Sherman, Peabody has just a concussion. Now Sherman is angry and wants revenge. Let witness the epic final battle between Dr. Octopus and the amazing Spider-Boy, shall we? Also, this fight has pouring rain, thunder and lighting because it makes things more dramatic and more awesome. Enjoy!**

** (Normal P.O.V.)**

** (Start Playing the song 'My Enemy' by Hans Zimmer from the soundtrack for 'The Amazing Spider-Man 2' as you read the fight sequence it'll make it more epic, I promise you)**

Grunion was still on top of the Peabody Penthouse and she was looking to the lightning infested sky and listening to the thunder boom across the night sky covered in dark black storm clouds. She smiled in victory, thinking that she successfully killed Mr. Peabody, the genius dog.

Sherman's web slingshot had brought him to the roof where Grunion was. She turned around to face him after hearing his feet making contact with the concrete floor.

"Have you had enough yet? You put my dad in the hospital, you destroyed lots of city property and killed lots of people" Sherman said with an angry look, not caring that his hair was getting wet by the pouring rain.

"He wasn't supposed to be put in the hospital! If you hadn't interfered he'd be gone for good!" Grunion shouted.

"No, you're the one who's supposed to be gone for good. You've caused so much heartbreak and misery that I have no choice but to take you out for good" Sherman said walking in circles around Grunion.

"I'd like to see you try, Spider-Boy. You don't even have your mask on" she challenged him with a sadistic smile.

"I may need my mask to be Spider-Boy, but I don't need a mask to destroy you" Sherman said shooting two strands of web at a generator that was bolted into the floor. Once Sherman yanked the webs with both hands, the generator was forced out of the ground and it hit Grunion in the back.

"Fine, let it be... to the death!" Grunion stated before lashing one tentacle at Sherman and it hit him in the stomach.

"AH!" he shouted covering up where he was struck. He took his hands off to reveal a piece of fabric taken off the spandex suit and it revealed his belly button with a bleeding cut above it and a small glimpse at the white elastic strap of his underwear.

"To the death it is" Sherman growled back charging at her. Using one web to pick up a piece of machinery that came off the generator and the other to attach to Grunion's foot and make her fall. Sherman then hit Grunion in the face with the machine park and left some cuts on her face. Sherman was knocked off with one of Grunion's tentacles. The tentacle struck Sherman's chest and left three cuts where the spider symbol on the front of the suit was and some blood came out too.

"You can't destroy me, not with these" Grunion said making the claws on her tentacles snap like claws.

"I'm not letting you harm one more soul" Sherman said getting up off the cold wet ground.

"Oh, YOU'RE not letting ME? That's rich" Grunion laughed before using another tentacle to lash Sherman in the back and left three holes in the back of his suit, revealing his shoulder blade and his side.

"You brought this upon yourself, Sherman. You wanted to be the hero, now you've gotta pay the price" Grunion said as she picked up the fallen half-destroyed generator with her tentacles and tried to squash Sherman with it. But thanks to his spider senses, Sherman rolled away from the generator and it was broken into tiny littler pieces.

"Missed me, now you've gotta kiss the heels of my boots!" Sherman said as he shot web at a nearby water tower and a billboard hanging from the top of an insurance company building. Sherman slingshot himself to Grunion's face and knocked some teeth out of her mouth and caused her to lose her balance and fall off the roof. Sherman jumped down after her and did a pencil-dive onto her stomach and force her into the ground of a construction site.

"Give up, you're not getting away. Not after all you've done" Sherman said to her grabbing her by her shirt collar.

"Never!" Grunion said knocking Sherman off her with her tentacles and it made him back up against a support beam. Sherman spotted a support beam lying on the wet floor of the building and picked it up using his strength.

"Batter up, Doc" Sherman said before swinging it at Grunion multiple times like a baseball bat. The tentacles blocked the beam each time and gave off sparks every time the metal surfaces of the beam and the claws touched. One tentacle missed the beam and hit Grunion on the side.

"You may have a clever sense of combat and strategy, but that doesn't mean you're going to stop me" Grunion said as she used one tentacle to block the next blow of the beam and lash Sherman's face, giving off two bleeding horizontal cuts on his left cheek, one two inch cut above a one inch cut, and his nose was now bleeding.

"Stop you from what?" Sherman asked.

"To rid the world of you. To let everyone know what it's like to live in a world without hope, without power, without Spider-Boy!" Grunion said charging at Sherman. He jumped out of her way and grabbed onto one of her tentacles.

"Let go of that!" she demanded, trying to pull the tentacle out of Sherman's strong grasp. Sherman grunted and shouted until he pulled the tentacle off the device that was hooked onto Grunion and leaving her with only three tentacles instead of four.

"Looking for something?" Sherman asked with a cocky smile with the squirming robot tentacle still in his hand and he threw it over the edge of the building. Grunion looked at the end of the tentacle that Sherman ripped off to reveal sparks of electricity and machine parts.

"No! No! I'm the one who's supposed to rip you apart!" she said in anger.

"Change of plans Doc!" Sherman said shooting a string of web at a tarp that carried cinder blocks on the floor above them and yanked it down. Grunion was now getting rained upon with cinder blocks and her tentacles were now twitching from the amount of heavy damage the blocks put on them. One tentacle still functioned pretty well to knock Sherman down to the floor by his feet.

"Time for this spider to get squashed" Grunion said as she had her one good tentacle pick up a sharp shard that broke off one of the cinder blocks that fell down onto her. She tried to stab Sherman with it, but he grabbed onto it quickly and stood up slowly. Grunion's smile changed to a look of shock.

"No, that's not possible. It can't be" she said.

"Guess what? It is possible. And you're about to lose another arm!" Sherman exclaimed before yanking onto the tentacle and ripped it off. Sherman then jumped above Grunion and landed behind her.

"Correction, you're about to lose all of them!" Sherman said before shooting two strings of web at the device on Grunion's back and yanked hard on the web strings.

"So long, squid!" shouted Sherman before the whole device was yanked off her back and landed on the floor.

"No! No! Noooo!" Grunion said as she looked at her most valuable weapon lying there broken and useless on the floor.

"Oh yeah!" Sherman said before began knocking Grunion to the ground and began punching her repeatedly in the face and lower jaw.

"Please stop! I can't take it anymore! I give up!" Grunion begged. As soon as Sherman was about to deal one final punch to Grunion, he held it and backed away.

** (You can stop playing the song now)**

"Did you really think that crimes like the ones you've committed would go unpunished? You were wrong, you will face justice for everything you did" Sherman said to her as he wiped the blood from his bleeding nose. Grunion felt that the brain wave reading chip that was on the spine was still attached to her. She made her tentacles come off the floor on their own and pick up a pipe that was lying down on a tarp.

"You're right, Sherman. I was so wrong to do those things, I realize it now. I was so focused on tearing you and Peabody apart that I lost control of who I was" said Grunion, putting on an act of innocence as she made the tentacles crawl slowly over to behind Sherman and raise the pipe.

"You did, and surely you realize now that it's people like you who are really the weak ones. As long at hatred, power, obsession and bigotry blind you, you will always be weak" Sherman said. Grunion then smiled and spoke.

"Godspeed, Spider-Boy" she said. Sherman's spider senses kicked in and did a back-flip, dodging the pipe being held by the still functioning tentacle and the pipe ended up stabbing Grunion instead. Grunion gasped in pain numerous times as the pipe went deeper into her body and slowly cut her life-span short.

"Why did this happen to me? When you were the one who was supposed to die?" Grunion asked.

"Because unlike you, I was fighting for something. Mr. Peabody always fought for me, me being Spider-Boy is returning the favor to him. You'll never know what it's like to love someone so much that you'd keep a secret like mine from them just to keep them safe. You have no compassion in your soul, therefore, you only fought for your own selfish reasons. That's not something worth fighting for" Sherman said walking away slowly as he heard Grunion's final breath being taken and giving in to death as well as the machine shutting down due to the controller dying for good. Sherman then left a note on the body saying 'Courtesy of your friendly neighborhood Spider-Boy' and jumped off the building, swinging with his web to the hospital where Peabody was being treated.

**A/N: How was that? Pretty awesome fight sequence? I thought so. I wanted it to make it as epic as all the other Spider-Man fights were. Also, like the Green Goblin in the original Spider-Man movie, Grunion died by her own hand (Or tentacle of you wanna say that instead). Anyways, the final chapter is right after this one, and Peabody and Sherman will make up for the fight they had. More to come in the next update. Please review, thanks!**


	10. Epilogue

** A/N: Here is the final chapter of 'The Amazing Spider-Boy'. But don't worry, there will be a sequel! Yes, I will be writing 'The Amazing Spider-Boy 2'. And I assure you that it will be just as good as the first one. Enjoy!**

** (Normal P.O.V.)**

Peabody was in a hospital room wearing a gown and he was tucked away under blankets with Penny and her parents. Penny turned the TV on and saw that it was on the news.

"You're watching New York 1, news all morning, news all night" said the announcer voice. It came on to a lone news anchor who was telling the report.

"Good Evening I'm Jack Sinclair and this is New York 1. Our first headline is in the news of Spider-Boy. We received a noise complaint at a nearby construction site so police immediately answered the call and found that Alexandria Grunion, A.K.A. Dr. Octopus was found dead with her own tentacles stabbing a metal pipe through her chest and the body wasn't breathing. Grunion had caused a downtown riot last night as well as destroy a local 'Starbucks' this morning, causing fifty five thousand dollars worth of property damage" said the anchor.

"Oh, thank God" Penny sighed in relief wiping sweat off her forehead.

"A sticky note was attached to her corpse that read 'Courtesy of your friendly neighborhood Spider-Boy' and now they are delivering the body to Central Park Hospital and as for the robotic tentacles, they are being taken to an unknown location to be destroyed. Thank you Spider-Boy, what would we do without you?" the anchor said on the screen. Patty shut the TV off and looked to Peabody.

"Maybe it's time we should let you get some more rest?" Patty suggested pulling the blankets up to the dog's chest.

"Yes, I suppose that I should let myself rest. It will help me recover faster after all" Peabody said. A knock could be heard at the window and everyone looked to see Sherman in his Spider-Boy suit with some bleeding cuts and some parts taken out of the suit.

"Sherman!" Penny cried out running over to the window and opening it up. Sherman leaped in through the window and sat on the hospital bed next to his father's.

"You okay?" Patty asked walking over to him.

"I'm fine. And I'm happy to say that Doc Oc is gone for good" Sherman said letting Patty take a look at the cut that one of Grunion's claws left above his belly button.

"We know, it's all over the news. You really are the amazing Spider-Boy, I'm impressed" Paul said. Sherman smiled and hissed in pain as Patty put some disinfectant on the cut.

"Thank you sir, anything to help" Sherman said.

"Well, the only downside is that your suit got totally trashed" Penny said looking at the holes in his suit on his stomach and on his back. Penny took a wet wash cloth and placed on Sherman's chest that was cut by the tentacles as well. Blood got soaked into the wet cloth and Penny placed it back in the sink.

"I can just make a new one, no worries" Sherman said.

"Sherman" said Mr. Peabody, getting their attention. Everyone turned their heads to him.

"May I have a conversation with you? In private?" he asked.

"Sure" Sherman said sitting down next to Peabody and the Peterson family left them to their family matters.

"Oh, and Sherman" Paul said before leaving the room.

"Your secret is safe with us, don't worry" he said. Sherman nodded with a smile. Paul then shut the door and it was just the two of them alone. Mr. Peabody patted down on the bed by his side.

"Lie down" he instructed. Sherman didn't hesitate and did as asked.

"So, what's up?" Sherman asked.

"First of all, I want to apologize for what I said about you being a very bad boy, I should have known you were trying to keep me safe" Peabody said with regret in his voice.

"But you didn't and that's okay. I'm sorry too, for saying that I wasn't a dog. I just wanted to make sure nothing bad ever happened to you" Sherman said putting his hands together and resting them on his chest. Peabody placed his paw on one of them.

"I appreciate that. Now that I know what you've really been up to, it just shows me how wonderful of a son and a person you really are" said Peabody. Sherman looked to him with a look of surprise.

"You're not disappointed in me?" asked Sherman. Peabody shook his head softly.

"No. I could never be mad at the perfect son that I have right now. I love you, Sherman" said the beagle. Sherman just smiled and stood up with his legs crossed on the bed.

"I have a deep regard for you too, Mr. Peabody" he said with a smile.

"You'd better get home and get some rest. That fight must have taken up a lot of energy" Peabody advised.

"But, aren't you coming home?" asked Sherman.

"No, not for another week. The doctors said I should be perfectly healed in a matter of a week" said the white beagle reassuringly. Sherman just nodded and walked over to the open window and sat down on the edge.

"Oh, Sherman?" asked Peabody. Sherman turned his head and spoke.

"Yeah?" he asked.

"No more secrets. But your secret about being Spider-Boy? I can definitely keep" Peabody said with a smile. Sherman smiled back and spoke.

"Thanks" he said before jumping out the window and swung through the city and back to his penthouse using his web. Peabody just fell asleep in his hospital bed.

**-One Month Later-**

Peabody was home after one week of being in the hospital and he's recovered from his concussion quite nicely. Sherman was able to order a new spandex suit on the internet that was similar to the old one and made the modifications to it to make it look like his old Spider-Boy suit. He cut the holes for the webs on the wrists, he made the mask, the suit was completely accurate to the old one. And the kitchen that Dr. Octopus destroyed was completely fixed with the help of Peabody's craftsmanship and some insurance money to back him up in getting the supplies he needed.

"Happy eighth birthday, Sherman" Peabody said coming out with a cake. It was a vanilla cake and the frosting was red, it had a black spiderweb design on it and the black spider logo in the middle like on his suit and there was a number 8 candle lit on top.

"Thanks, Mr. Peabody" Sherman said walking over to the cake.

"Not a problem, anything for the boy who means everything to me" Peabody said placing a paw on his son's back. Sherman leaned over, closed his eyes, and blew out the candle. Peabody then took a knife out and began cutting into the cake. As soon as a slice was cut, screaming came from out the window.

"What was that?" Peabody asked. He and Sherman ran out the window and onto the balcony. Looking down, they see a metallic suit that looked like a Rhinoceros with guns on it's hind hooves and cannons and guns on the front hooves. The head of the robot lifted up to reveal a man behind the controls.

"Behold, I am your doom. All shall worship the might and strength of the Rhino!" shouted the man inside, he had a Russian accent. He then shot at a police van and caused it to explode into several pieces.

Back on the balcony, Sherman and Peabody looked at each other.

"Go on, go and get 'em" Peabody said nudging his son's shoulder and smiling. Sherman smiled back and ran into his room. Coming out two minutes later, he had his Spider-Boy suit on and still had to put the mask on.

"I'll be back in time for cake" said Sherman putting the mask on. Peabody nodded and Spider-Boy jumped off the edge of the balcony and swung through a couple of buildings until he landed in front of the Rhino and in front of the destroyed police van.

"There he is! Spider-Boy!" shouted one witness. Everyone then began cheering for him.

"So, you are the Spider-Boy everyone idolizes?" asked the man inside the Rhino suit.

"Does the skin tight red and blue suit give you any hints?" asked Spider-Boy rhetorically as he was standing up and putting his hands on his hips.

"They may look up to you now, but let's see how the people react when their hero falls" said the man before the Rhino head came back down onto the suit.

"Yeah, I'd like to see that happen" Spider-Boy said running towards the Rhino. Rhino shot three missiles at Spider-Boy but his spider senses allowed him to evade them and they just made a giant hole in the street. Spider-Boy then jumped into the air and spotted an open man-hole and used his web to bring the lid into his hands and bashed the lid into the Rhino's head and knocked him to the ground.

**-The End-**

**(The Amazing Spider-Boy Play-list)**

**(Can't You) Trip Like I Do – Filter & Crystal Method**

**I Need You – M83**

**My Enemy – Hans Zimmer, Pharrell Williams, and the Magnificent Six**

**Find You – Zedd**

**Dead in the Water – Ellie Goulding (Penny and Sherman's love theme)**

**Hero – Skillet**

**Kid – Peter Andre**

**Way Back When – Grizfolk**

**The Outsider – A Perfect Circle**

** A/N: There you have it! The sequel is coming, and I can assure you it will be more awesome than you can ever imagine! Wait until the sequel comes and you will be wowed. Please review, thanks! **


End file.
